IPO and Initial Funding - The company completed its initial public offering on February 15, 2022, raising gross proceeds of $143,750,000 from the sale of 14,375,000 units at a price of $10.00 per unit[21]. - A total of $146,625,000 was placed in the trust account, which includes $143,750,000 from the IPO and $2,875,000 from the private placement units[23]. - As of December 31, 2022, the company had approximately $1,671,810 available for an initial business combination, before fees and expenses[71]. - The total amount held outside the trust account is approximately $1,171,493, which may be used for costs associated with dissolution if the business combination fails[125]. - The company has access to up to $1,565,000 from the proceeds of its initial public offering to cover potential claims and expenses[131]. Business Combination Agreement - The company entered into a Business Combination Agreement on February 13, 2023, with an aggregate consideration of $632,000,000 to be paid in common stock of Pubco valued at $10.00 per share[28]. - The SVES Business Combination is anticipated to close in the third quarter of 2023[27]. - The Business Combination Agreement requires the approval of shareholders for the SVES Business Combination[34]. - The Company must have net tangible assets of at least $5,000,001 upon Closing after giving effect to the Redemption[37]. - The Business Combination Agreement includes customary covenants during the Interim Period, including no insider trading and continued operation of businesses in the ordinary course[31]. Management and Strategy - The management team is led by CEO Tarek K. Tabsh and CFO Steven Berg, responsible for completing the initial business combination during the Combination Period[24]. - The company aims to enhance stockholder value through corporate strategies and initiatives post-business combination[58]. - The company has developed a broad network of contacts to identify potential acquisition opportunities[46]. - The company focuses its search for an initial business combination in a single industry, which may limit diversification and increase risk[85]. - The management team conducts thorough due diligence, including historical data review and discussions with customers and suppliers, for prospective business combinations[56]. Target Business and Acquisition - SVES, founded in 2017, operates a differentiated business model that enhances retail supply chain efficiency by monetizing overstocked items[26]. - The company seeks to acquire a company with an enterprise value of approximately $500 million to $1 billion[50]. - The company anticipates structuring its initial business combination to acquire 100% of the equity interests or assets of the target business[53]. - Target business candidates are sourced from various unaffiliated sources, including investment bankers and professionals, as well as the company's network of contacts[76]. - The company will only complete an initial business combination in which it owns or acquires 50% or more of the outstanding voting securities of the target[80]. Financial Conditions and Risks - The fair market value of the company's equity ranges from $705 million to $782.3 million, exceeding the consideration paid in connection with the business combination[52]. - The company must complete one or more business combinations with an aggregate fair market value of at least 80% of the assets held in the trust account[52]. - The company may incur costs related to identifying and evaluating prospective target businesses, which could reduce available funds for future business combinations[83]. - There is no guarantee that third parties will waive claims against the trust account, which could affect the funds available for stockholder distributions[128]. - In the event of bankruptcy, the trust account proceeds may be subject to claims from third parties, potentially affecting the ability to return $10.20 per share to public stockholders[136]. Shareholder Matters - Stockholder approval is required for certain types of transactions, including business combinations with a target[88]. - The initial stockholders' shareholdings constitute approximately 56.82% of the voting power, making it likely to approve the initial business combination[110]. - The company may engage in private purchases of shares or public warrants to increase the likelihood of obtaining stockholder approval for the initial business combination[94]. - The company will conduct redemptions either through a stockholder meeting or a tender offer, depending on the circumstances[100]. - The company will only redeem public shares if net tangible assets are at least $5,000,001 after redemption[111]. Regulatory and Compliance - The company is required to file periodic reports with the SEC, including annual and quarterly reports, which will contain audited financial statements[141]. - Financial statements of prospective target businesses must comply with U.S. GAAP or IFRS, which may limit the pool of potential targets[142]. - The company is subject to the Sarbanes-Oxley Act regarding internal control procedures, which may increase time and costs for business combinations[143]. - The company will file tender offer documents with the SEC prior to completing the initial business combination, containing required financial information[102]. - The company will not proceed with any amendments to its certificate of incorporation without providing public stockholders the opportunity to redeem their shares[123].

Financial Performance - As of September 30, 2022, the company reported a net income of $728,646 for the three months ended, consisting of $661,801 from investment income and a change in fair value of warrant liability of $450,823, offset by costs of $255,500 and taxes of $128,478[116] - For the nine months ended September 30, 2022, the company had a net income of $3,629,536, with $873,620 from investment income and a change in fair value of warrant liability of $3,907,592, offset by total costs of $1,151,676[117] Financial Position - The company had $937,074 in its operating bank account and working capital of $1,040,399 as of September 30, 2022[119] - The company had no off-balance sheet arrangements as of September 30, 2022[139] Initial Public Offering - The initial public offering generated gross proceeds of $143,750,000 from the sale of 14,375,000 units at $10.00 per unit, including an over-allotment option[119] - The company placed $146,625,000 from the net proceeds of the IPO and private placement into a trust account maintained by a trustee[123] - The company intends to use substantially all funds in the trust account to complete its initial business combination, with the possibility of withdrawing interest to cover taxes and liquidation expenses if necessary[124] Operations and Revenue - The company has not commenced any operations and will not generate operating revenues until after completing a business combination[115] Taxation - The provision for income taxes was deemed immaterial for the three and nine months ended September 30, 2022[135] Economic Risks - The company may face adverse effects on its operations due to economic uncertainties, including inflation, interest rate increases, and geopolitical instability[140]

Financial Performance - As of June 30, 2022, the company reported a net income of $1,511,222 for the three months ended, primarily from investment income of $197,992 and a change in fair value of warrant liability of $1,562,005[114]. - For the six months ended June 30, 2022, the company achieved a net income of $2,900,890, with income from investment in the trust account amounting to $211,819 and a change in fair value of warrant liability of $3,456,769[115]. Cash and Working Capital - The company had $1,012,388 in cash and working capital as of June 30, 2022, excluding franchise tax payable, and net of interest income from the trust account, totaling $1,245,899[116]. - As of June 30, 2022, the company had no outstanding working capital loans, but up to $1,500,000 of such loans may be convertible into units at the lender's option[121]. Initial Public Offering - The initial public offering generated gross proceeds of $143,750,000 from the sale of 14,375,000 units at $10.00 per unit, including 1,875,000 units from the underwriters' over-allotment option[116]. - Transaction costs for the initial public offering amounted to $3,890,326, which included $1,437,500 in underwriting commissions and $1,972,398 related to the excess fair value of Class B common stock issued[118]. - The company placed $146,625,000 from the net proceeds of the initial public offering and private placement units into a trust account maintained by a trustee[119]. - The company intends to use substantially all funds in the trust account to complete its initial business combination, with the possibility of withdrawing interest to cover taxes and liquidation expenses if necessary[120]. Tax Information - The provision for income taxes was deemed immaterial for the three and six months ended June 30, 2022[131]. - The company has identified the United States as its only major tax jurisdiction and does not expect significant changes in unrecognized tax benefits over the next twelve months[130].

Financial Performance - As of March 31, 2022, the company reported a net income of $1,389,668, which includes $13,827 from investment income and a change in fair value of warrant liability of $1,894,764, offset by formation and operating costs of $393,748 and warrant issuance costs of $125,175[105]. - The company had $1,201,082 in cash and working capital as of March 31, 2022, excluding franchise tax payable, and net of interest income from the trust account, totaling $1,407,365[106]. - The provision for income taxes was deemed immaterial for the three months ended March 31, 2022[120]. Initial Public Offering (IPO) - The company completed its initial public offering on February 15, 2022, raising gross proceeds of $143,750,000 from the sale of 14,375,000 units at $10.00 per unit, including 1,875,000 units from the underwriters' over-allotment option[106]. - Following the IPO, $146,625,000 of net proceeds was placed in a trust account maintained by a trustee, which the company intends to use for its initial business combination[109]. - Transaction costs related to the IPO amounted to $3,890,326, which included $1,437,500 in underwriting commissions and $1,972,398 for the excess fair value of Class B common stock issued to underwriters[108]. Future Financing and Business Operations - The company does not anticipate needing to raise additional funds to meet operating expenditures post-IPO, but may require additional financing to complete a business combination or to redeem public shares[112]. - Various factors, including economic downturns and geopolitical instability, may adversely affect the company's ability to complete an initial business combination[126]. Taxation and Off-Balance Sheet Arrangements - The company has identified the United States as its only major tax jurisdiction and does not expect significant changes in unrecognized tax benefits over the next twelve months[119]. - The company has not engaged in any off-balance sheet arrangements as of March 31, 2022[125].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41283 RELATIVITY ACQUISITION CORP. (Exact name of registrant as specified in its charter) | Delaware | 86-3244927 | | --- | --- | | (St ...